Acquisitions

On April 1, 2013, the Company acquired 100% of the outstanding common stock of Aquacue, Inc. (“Aquacue”) of Los Gatos, California. The Aquacue acquisition provides the Company with intellectual property that complements and expands the Company's advanced metering analytics offerings by adding an integrated software platform that allows utility managers to monitor and control their water systems, while providing water management data to consumers. Sales of Aquacue products were immaterial during the three months ended June 30, 2013. The purchase price was approximately $14.0 million in cash, plus a small working capital adjustment. The purchase price includes a final $3.0 million payment, of which half is due January 1, 2014 and is recorded in payables on the Consolidated Condensed Balance Sheets at June 30, 2013, and half is due October 1, 2014 and is recorded in other long-term liabilities. The Company's preliminary allocation of the purchase price as of June 30, 2013 includes $0.1 million of current assets, $5.6 million of intangibles, $10.7 million of goodwill, $0.3 million of current liabilities, and $2.1 million of long-term deferred tax liabilities. The Company has not completed its analysis estimating the fair value of intangibles and income tax liabilities. At June 30, 2013, there was approximately $0.1 million of transaction costs related to the acquisition that were included in selling, engineering and administration in the Company's Unaudited Consolidated Condensed Statements of Operations.

The acquisition was accounted for under the purchase method, and accordingly, the results of operations are included in the Company's financial statements from the date of acquisition. The acquisition did not have a material impact on the Company's consolidated financial statements or the notes thereto.

On January 31, 2012, the Company completed its acquisition of 100% of the outstanding common stock of Racine Federated, Inc. (“Racine Federated”) of Racine, Wisconsin and its subsidiary Premier Control Technologies, Ltd. located in Thetford, England for approximately $57.3 million in cash, plus an estimated working capital adjustment of $0.3 million. The purchase price included a final $4.6 million payment which is due on July 31, 2013 and is included in payables on the Consolidated Condensed Balance Sheets at June 30, 2013. Racine Federated manufactures and markets flow meters for the water industry as well as various industrial metering and specialty products. These products complement and expand the Company’s existing lines for the global flow measurement business. This acquisition is further described in Note 3 “Acquisitions” in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company's 2012 Annual Report on Form 10-K.

The acquisition was accounted for under the purchase method, and accordingly, the results of operations were included in the Company's financial statements from the date of acquisition. The following unaudited pro forma information combines historical results as if Racine Federated had been owned by the Company since January 1, 2012:



	Six Months Ended
	June 30,
(In thousands except per share amount)	2012
Net sales	$	162,063
Net earnings	$	13,857
Diluted earnings per share	$	0.95